SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of earliest event reported: February 17, 2011

Internet Capital Group, Inc.

(Exact name of registrant as specified in charter)

Delaware

001-16249

23-2996071

(State of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

690 Lee Road, Suite 310, Wayne, PA 19087

(Address of Principal Executive Offices) (Zip Code)

(610) 727-6900

(Registrant's telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

/ / Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 2.01.

Completion of Acquisition or Disposition of Assets

On February 2, 2011, Internet Capital Group, Inc. ("ICG") announced that its partner company, Metastorm Inc. ("Metastorm"), had entered into a definitive merger agreement pursuant to which it was to be sold to Open Text Corporation ("Open Text"). On February 17, 2011, the sale of Metastorm to Open Text was consummated. ICG's portion of the sale proceeds consisted of approximately $53 million, approximately $1.6 million of which has been placed in escrow in connection with a customary indemnification holdback. Pending any Open Text claims for indemnification, the escrowed sale proceeds will be released to ICG nine months following the closing of the transaction.

 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

INTERNET CAPITAL GROUP, INC.

Date: February 18, 2011

 

By:

/s/ Suzanne L. Niemeyer

 

Name:

Suzanne L. Niemeyer

 

Title:

Managing Director, General Counsel and Secretary